Common use of Purchase Price Invoicing and Payment Clause in Contracts

Purchase Price Invoicing and Payment. 13.1 Product will be supplied to Prometheus at the [***] as described on Schedule L (Purchase Price), as [***] as described on Schedule L (Purchase Price). In addition, [***] pursuant to the terms set forth on Schedule L (Purchase Price). 13.2 Prometheus shall pay AstraZeneca the Purchase Price for the Product and Product Samples supplied under this Agreement in fulfilment of a Prometheus Purchase Order in U.S. dollars via an Automatic Clearing House (ACH) payment to PNC Bank, Philadelphia, Pennsylvania, ABA [***], for the Account of: AstraZeneca LP, Account # [***]. 13.3 AstraZeneca shall invoice Prometheus promptly after shipment of the Product to Prometheus based on the Purchase Price calculated as set forth in Schedule L (Purchase Price). Prometheus shall pay in full each invoice within thirty (30) days of the invoice date, (except to the extent that there is a dispute in good faith with respect to any amount on such invoice, in which case Prometheus shall be obligated to pay all undisputed amounts and to pursue resolution of the dispute in accordance with the provisions set forth below in this Section 13.3). In the event of such dispute initiated by Prometheus for any portion of such invoice amount, the thirty (30) day period for payment shall be tolled pending resolution of such dispute if (i) Prometheus gives written notice to AstraZeneca within such thirty (30) day period from the invoice date of the existence of a bona fide dispute regarding such payment, which notice shall be signed by the Chief Executive Officer or Chief Financial Officer of Prometheus on behalf of Prometheus (in such individual's *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. capacity as an officer of Prometheus and not as an individual) and state Prometheus' good faith basis for such dispute, and (ii) Prometheus pays AstraZeneca the undisputed portion of the invoice. During the thirty (30) day period following AstraZeneca's receipt of such notice, the Parties shall use good faith efforts to resolve such bona fide dispute as soon as practicable. 13.4 All sums payable to AstraZeneca under this Agreement shall be exclusive of any amount arising in respect of sales, use, transfer, income or other tax (other than taxes levied on AstraZeneca's income), which (if payable) shall be borne solely by Prometheus. 13.5 Notwithstanding anything contained herein, Prometheus shall have the sole right and discretion to set the price at which Prometheus sells (or re-sells) the Product (including the wholesale acquisition cost).